CERTIFICATE OF DESIGNATIONS OF
                    SERIES F PREFERRED STOCK
                               OF
                           CADIZ INC.

                 Pursuant to Section 151 of the
        General Corporation Law of the State of Delaware

          CADIZ INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the
"CORPORATION"), hereby certifies that, pursuant to (i) the
authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation and (ii) the
provisions of Section 151 of said General Corporation Law, the
Board of Directors duly adopted a resolution on December 11,
2003, which resolution is as follows:

          RESOLVED, that pursuant to the authority vested in the
Board of Directors of the Corporation by the Certificate of
Incorporation, the Board of Directors does authorize for issuance
One Hundred Thousand (100,000) shares of Preferred Stock, par
value $.01 per share, of the Corporation, to be designated
"SERIES F PREFERRED STOCK" of the presently authorized shares of
Preferred Stock.  The voting powers, designations, preferences,
and other rights of the Series F Preferred Stock authorized
hereunder and the qualifications, limitations and restrictions of
such preferences and rights are as follows:

     1.   RANKING.  The Series F Preferred Stock shall, with
respect to the payment of dividends and upon liquidation, dissolution,
or winding up, rank senior and prior to all other capital stock
issued by the Corporation.  No other class of capital stock of
the Corporation, preferred or otherwise, shall at any time rank
pari passu with the Series F Preferred Stock.

     2.   DIVIDENDS.

     (a)  In the event any dividends are declared or paid or
any other distribution is made on or with respect to the common stock,
par value $.01 per share ("COMMON STOCK") of the Corporation, the
holders of the Series F Preferred Stock as of the record date
established by the Board of Directors for such dividend or
distribution on the Common Stock shall be entitled to receive as
additional dividends (the "ADDITIONAL DIVIDENDS") an amount
(whether in the form of cash, securities or other property) equal
to the amount (and in the form) of the dividends or distribution
that such holders would have received had the Series F Preferred
Stock been converted into Common Stock as of the date immediately
prior to the record date of such dividend or distribution on the
Common Stock, such Additional Dividends to be payable on the same
payment date as the payment date for the dividend on the Common
Stock established by the Board of Directors; provided, however,
that if the Corporation declares and pays a dividend or makes a
distribution on the Common Stock consisting in whole or in part
of Common Stock, then no such dividend or distribution shall be
payable in respect of the Series F Preferred Stock on account of
the portion of such dividend or distribution on the Common Stock
payable in Common Stock and in lieu thereof the anti-dilution
adjustment in Section 5(c)(ii) below shall apply.  The record
date for any such Additional Dividends shall be the record date
for the applicable dividend or distribution on the Common Stock,
and any such Additional Dividends shall be payable to the
individual, entity or group (a "PERSON") in whose name the Series
F Preferred Stock is registered at the close of business on the
applicable record date.

     (b)  No dividend shall be paid or declared on any share of
Common Stock (other than dividends payable in Common Stock for which
an adjustment is made pursuant to Section 5(c)(ii) hereof), unless a
dividend, payable in the same consideration and manner, is
simultaneously paid or declared, as the case may be, on each
share of Series F Preferred Stock in an amount determined as set
forth in paragraph (a) above.  For purposes hereof, the term
"DIVIDENDS" shall include any pro rata distribution by the
Corporation, out of funds of the Corporation legally available
therefor, of cash, property, securities (including, but not
limited to, rights, warrants or options) or other property or
assets to the holders of the Common Stock, whether or not paid
out of capital, surplus or earnings.

     (c)  Upon the conversion of any shares of Series F Preferred
Stock to shares of Common Stock pursuant to Section 5, the
Corporation will immediately pay such holder who converted shares
of Series F Preferred Stock into shares of Common stock all
dividends which the holder of such shares as of the record date
for such dividends would have received had that holder held the
Common Stock for the applicable period to the extent not already
received by that holder.

     3.   LIQUIDATION PREFERENCE.

     (a)  In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary,
the holders of Series F Preferred Stock shall be entitled to receive
(x) prior and in preference to any distribution of any of the assets
or surplus funds of the Corporation to the holders of the Common
Stock or to any other series or class of capital stock of the
Corporation, all accrued or declared but unpaid dividends on such
shares and (y) after the payment referred to in the foregoing
clause (x) has been received, such assets in amount equal to the
amount (and in the form) of the assets that such holders would
have received had the Series F Preferred Stock been converted
into Common Stock as of the date immediately prior to the
distribution of assets of the Corporation pursuant to the
liquidation, dissolution of winding up of the Corporation sharing
parri passu (on a pro rata basis) with all holders of Common
Stock.

     4.   VOTING.

     (a)  Except as otherwise provided by applicable law and in
addition to any voting rights provided by law, for so long as the
Series F Preferred Stock is outstanding, the holders of
outstanding shares of the Series F Preferred Stock:

          (i)  shall be entitled to vote together with the holders
     of the Common Stock as a single class on all matters submitted
     for a vote of holders of Common Stock, including, without
     limitation, the election of directors;

          (ii) shall have such other voting rights as are specified in
     the Certificate of Incorporation or as otherwise provided by
     Delaware law; and

          (iii)shall be entitled to receive notice of any
     stockholders' meeting in accordance with the Certificate of
     Incorporation and By-laws of the Corporation.

     For purposes of the voting rights set forth in this
Section 4(a), each share of Series F Preferred Stock shall
entitle the holder thereof to cast one vote for each whole vote
that such holder would be entitled to cast had such holder
converted its Series F Preferred Stock into shares of Common
Stock as of the date immediately prior to the record date for
determining the stockholders of the Corporation eligible to vote
on any such matter.

     (b)  From the date this certificate is filed until the third
anniversary thereof, the holders of the Series F Preferred Stock
shall have the exclusive right, voting separately as a single
class, to elect two (2) members of the Board of Directors of the
Corporation (each such member elected by the holders of Series F
Preferred Stock, a "SERIES F PREFERRED DIRECTOR").  Following the
third anniversary of the filing of this certificate, the holders
of the Series F Preferred Stock will be entitled to the following
number of Series F Directors (all to be elected pursuant to the
terms of the previous sentence):  If the then outstanding
Series F Preferred Stock is convertible into greater than 10% of
the common stock (on a Fully-Diluted Basis) there shall be 2
Series F Directors, if the outstanding Series F Preferred Stock
is convertible into 5%-10% of the common stock on a Fully Diluted
Basis, there will be one Series F Director and, if the
outstanding Series F Preferred Stock is convertible into less
than 5% of the common stock on a Fully-Diluted Basis, there shall
be no Series F Directors.  The initial Series F Preferred
Directors shall be as designated by written notice to the
Corporation from a majority-in-interest of the Series F Preferred
Stock and they shall be elected to serve for so long as the
shares of Series F Preferred Stock are outstanding.  The Series F
Preferred Directors shall have the right to nominate their
successors upon their resignation from the Board of Directors of
the Corporation.  A Series F Preferred Director may only be
removed by the written consent or affirmative vote of at least a
majority-in-interest of the Series F Preferred Stock.  The
holders of at least a majority-in-interest of the Series F
Preferred Stock shall have the right to appoint the successor to
any Series F Preferred Director who is removed from the Board of
Directors of the Corporation.  At the option of at least a
majority-in-interest of the Series F Preferred Stock, the Series
F Preferred Directors shall be seated on any and/or all of the
audit, nominating and/or compensation committees of the
Corporation, subject to any restrictions under applicable law or
the rules and requirements of any securities exchange upon which
any of the Corporation's securities may be listed; provided,
however, that the Corporation shall not list its securities on
any securities exchange without the consent of at least one of
the Series F Preferred Directors.  Any Series F Preferred
Director seated on any committee pursuant to the terms of this
Section 4(b) may not be removed from any such committee without
the consent or affirmative vote of at least a majority-in-
interest of the Series F Preferred Stock.

     (c)  For so long as the Series F Preferred Stock is
outstanding, the Board of Directors of the Corporation shall not
take any action to increase or decrease the number of directors
of the Corporation (or the number of members of any committee of
the Board of Directors of the Corporation) without the consent or
affirmative vote of at least a majority-in-interest of the Series
F Preferred Stock; provided, however, that immediately upon full
repayment of the New Note, the number of directors of the
Corporation may be increased to not more than seven (7) without
the consent or affirmative vote of the holders of the Series F
Preferred Stock; provided further that such increase shall not
result in the removal of either of the Series F Preferred
Directors from the Board of Directors of the Corporation or any
committee thereof.

     (d)  For so long as the Series F Preferred Stock is
outstanding, the Corporation shall not, without the written consent
or affirmative vote of at least one of the Series F Preferred
Directors, create, authorize or issue any class, series or shares
of Preferred Stock or any other class of capital stock.

     5.   CONVERSION.  The holders of Series F Preferred Stock
shall have conversion rights as follows:

     (a)  The shares of Series F Preferred Stock shall,
immediately after issuance, be convertible into 1,728,955 shares
of Common Stock of the Corporation which represents, as of the
date of filing of this Certificate, 25% of the Common Stock of the
Corporation, on a Fully-Diluted Basis.

     (b)  The outstanding shares of Series F Preferred Stock shall
thereafter be convertible from time to time, on a pro-rata basis,
into such number of shares of Common Stock of the Corporation as
is calculated as of the date of any such conversion by:

          (i)  First, calculating the number of shares of Common Stock
     of the Corporation which, at the applicable time of conversion,
     represents 25% of the Common Stock of the Corporation on a Fully-
     Diluted Basis, and

          (ii) Second, multiplying the number obtained under subsection
     (i)above by a fraction, the numerator of which is the number of
     shares of Series F Preferred Stock outstanding as of the date of
     such calculation and the denominator of which is the sum of (x)
     the number of shares of Series F Preferred Stock outstanding as
     of the date of such calculation plus (y) number of shares of
     Series F Preferred Stock which had previously been issued by the
     Corporation but converted into shares of Common Stock prior to
     the date of such calculation (the result so calculated, the
     "Conversion Number"); provided, however, that at such time that
     is three years after the payment in full of the New Note, the
     shares of Series F Preferred Stock outstanding as of such date
     shall not be adjusted pursuant to this Section 5(b) but shall
     continue to be adjusted pursuant to Section 5(c) below.

     (c)   Reorganization, Reclassification, Consolidation, Merger or
Sale, etc.

          (i)  If the Corporation at any time subdivides (by any stock
     split, stock dividend (other than stock dividends as to which a
     dividend is simultaneously paid or declared with respect to
     Series F Preferred Stock pursuant to Section 2(b) hereof)
     recapitalization or otherwise) its outstanding shares of its
     Common Stock into a greater number of shares, the Conversion
     Number in effect immediately prior to such subdivision will be
     proportionately increased, and if the Corporation at any time
     combines (by reverse stock split or otherwise) one or more
     classes of its outstanding shares of its Common Stock, the
     Conversion Number in effect immediately prior to such combination
     will be proportionately decreased concurrently with the
     effectiveness of such event.

          (ii) In case the Corporation shall declare a dividend or make
     any other distribution upon any stock of the Corporation payable in
     Common Stock or options to purchase shares of Commons Stock or
     securities convertible into shares of Common Stock for no
     consideration without making a ratable distribution thereof to
     holders of Series F Preferred Stock (based upon the number of
     shares of Common Stock into which such Series F Preferred Stock
     would be convertible, assuming conversion of the Series F
     Preferred Stock), then the Conversion Number in effect
     immediately prior to the declaration of such dividend or
     distribution shall be proportionately increased, concurrently
     with the effectiveness of such declaration.

          (iii) Any capital reorganization, reclassification,
     consolidation, merger or sale of all or substantially all of the
     Corporation's assets to another Person which is effected in such
     a way that holders of Common Stock are entitled to receive
     (either directly or upon subsequent liquidation) stock,
     securities or assets with respect to or in exchange for Common
     Stock is referred to herein as an "Organic Change."  Prior to the
     consummation of any Organic Change, the Corporation will make
     appropriate provisions to insure that each of the holders of
     Series F Preferred Stock will thereafter have the right to
     acquire and receive such shares of stock, securities or assets as
     such holder would have received in connection with such Organic
     Change if such holder had converted its Series F Preferred Stock
     into shares of Common Stock immediately prior to such Organic
     Change.  The Corporation will not effect any such consolidation,
     merger or sale, unless prior to the consummation thereof, the
     successor corporation (if other than the Corporation) resulting
     from consolidation or merger or the Corporation purchasing such
     assets assumes by written instrument the obligation to deliver to
     each such holder such shares of stock, securities or assets as,
     in accordance with the foregoing provisions, such holder may be
     entitled to acquire.

     (d)  No fractional shares of Common Stock shall be issued upon
conversion of the shares of Series F Preferred Stock.  In lieu of
any fractional shares to which the holder of Series F Preferred
Stock would otherwise be entitled, the Corporation shall pay cash
equal to such fraction multiplied by the then effective fair
market value of the Common Stock (which shall be determined in
good faith by the Board of Directors if there is then no current
market for the Common Stock).  Conversion of the shares of Series
F Preferred Stock shall be effected by delivery, to the office of
the Corporation or to any transfer agent for such shares, of duly
endorsed certificates for the shares being converted and of
written notice to the Corporation that the holder elects to
convert such shares.  Conversion of the shares of Series F
Preferred Stock shall be deemed to occur immediately prior to the
close of business on the date the latter of the shares and the
notice are delivered.  Holders of Series F Preferred Stock
entitled to receive Common Stock upon conversion of the Series F
Preferred Stock shall be treated for all purposes as the record
holders of such shares of Common Stock on the date conversion is
deemed to occur.  The Corporation shall not be obligated to issue
certificates evidencing shares of Common Stock issuable upon
conversion of the Series F Preferred Stock unless the
certificates evidencing such shares of Series F Preferred Stock
being converted are either delivered to the Corporation or its
transfer agent as provided above, or the holder notifies the
Corporation or its transfer agent that such certificates have
been lost, stolen or destroyed and executes an agreement, and at
the Corporation's election provides a surety bond or other
security, satisfactory to the Corporation to indemnify the
Corporation from any loss incurred by it in connection with such
certificates.  The Corporation shall, as soon as practicable
after such delivery, or such agreement and indemnification in the
case of a lost certificate, issue and deliver at such office a
certificate or certificates for the number of shares of Common
Stock to which the holder of Series F Preferred Stock is entitled
and a check payable to the holder of Series F Preferred Stock for
any cash due with respect to fractional shares.

     (e)  The issuance of certificates for shares of Common
Stock upon conversion of the Series F Preferred Stock shall be made
without charge to the holders thereof for any issuance tax in respect
thereof, provided that the Corporation shall not be required to
pay any income or similar taxes of a holder arising in connection
with a conversion or any tax that may be payable in respect of
any transfer involved in the issuance and delivery of any
certificates in a name other than that of the holder of the
Series F Preferred Stock which is being converted.

     (f)  The Corporation will not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed hereunder by the Corporation but will at all times in
good faith assist in the carrying out of all the provisions of
this Section 5 and in the taking of all such action as may be
necessary or appropriate in order to protect the conversion
rights of the holders of the Series F Preferred Stock against
impairment.

     (g)   In the event of any taking by the Corporation of a record
of the holders of any class of securities of the Corporation for
the purpose of determining the holders thereof who are entitled
to receive any dividend or distribution, the Corporation shall
mail to each holder of Series F Preferred Stock at least ten (10)
days prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the purpose of
such dividend or distribution.

     (h)  The Corporation shall reserve and keep available out of its
authorized but unissued Common Stock such number of shares of
Common Stock as shall from time to time be sufficient to effect
conversion of the Series F Preferred Stock and the issuance of
Common Stock to the holders of the Series F Preferred Stock.

     (i)  No shares of the Series F Preferred Stock acquired by the
Corporation by reason of purchase, conversion or otherwise shall
be reissued, and all such shares shall be cancelled, retired and
eliminated from the shares of capital stock which the Corporation
shall be authorized to issue.

     6.   NO RIGHT OF REDEMPTION.  The Corporation shall have no right
whatsoever to redeem all or any number of the outstanding shares
of the Series F Preferred Stock at any time.

     7.   PREEMPTIVE RIGHTS.

     (a)  Subject to paragraphs (c) and (d), for so long as
any shares of the Series F Preferred Stock are outstanding, the
Corporation shall not, subsequent to the completion of the New
Equity Financing (as defined in Section 8(f)), issue, sell, or
exchange, or agree to issue, sell, or exchange, to any Person or
entity, whether from treasury shares, from the issuance of
authorized but unissued shares, or otherwise, any equity
securities (or any securities convertible into or excercisable or
exchangeable therefor) (any of which, the "CORPORATION EQUITY
SECURITIES"), unless the Corporation shall have first offered to
sell (the "CORPORATION OFFER") to holders of Series F Preferred
Stock such number of securities at the same price and on the same
terms (the "CORPORATION OFFER SALE PRICE") and in such quantity
as will enable holders of Series F Preferred Stock to maintain
their percentage ownership of Common Stock of the Corporation on
a Fully-Diluted Basis.  The Corporation Offer by its terms shall
remain open and irrevocable for a period of thirty (30) days from
the date it is delivered by the Corporation to holders of Series
F Preferred Stock (the "PREEMPTIVE RIGHTS OFFER PERIOD").

     (b)  Notice of the intention of the holders of the
Series F Preferred Stock to accept a Corporation Offer made
pursuant to this Section 7 shall be evidenced by a writing signed
by holders of Series F Preferred Stock and delivered to the
Corporation prior to the end of the Preemptive Rights Offer
Period, setting forth the portion of the Corporation Equity
Securities which the holders of Series F Preferred Stock elect to
purchase (the "NOTICE OF ACCEPTANCE").

     (c)  In the event that a Notice of Acceptance is not
given by holders of Series F Preferred Stock in respect of all or
any part of the Corporation Equity Securities, the Corporation
shall have sixty (60) days from the expiration of the Preemptive
Rights Offer Period to sell or enter into an agreement to sell
all or the part of the Corporation Equity Securities set forth in
the Corporation Offer not purchased by the holders of Series F
Preferred Stock, as the case may be, to any other person or
persons, on terms and conditions, including, without limitation,
price, which are no more favorable to such other person or
persons or less favorable to the Corporation or the holders of
Series F Preferred Stock than the Corporation Offer Sale Price.
Upon the earlier of (i) sixty (60) days from delivery of a Notice
of Acceptance or (ii) the closing of the sale of the securities
not accepted in the Notice of Acceptance, the Corporation shall
sell to the holders of Series F Preferred Stock the Corporation
Equity Securities in respect of which a Notice of Acceptance was
delivered to the Corporation by the holders of Series F Preferred
Stock, and which were not sold to any other person, on the terms
specified in the Notice of Acceptance.

     (d)  Any Corporation Equity Securities not purchased by
the holders of Series F Preferred Stock or other person or
persons in accordance with paragraph (c) above may not be sold or
otherwise disposed of until they are again offered to the holders
of Series F Preferred Stock under the procedures specified in
paragraphs (a), (b) and (c).

     (e)  The rights of holders of Series F Preferred Stock
under paragraphs (a), (b), (c) and (d) shall not apply to the
following securities:

          (i)  Corporation Equity Securities issued in any
     transaction described in Section 5(c);

          (ii) Corporation Equity Securities issued by the
     Corporation upon the conversion of any securities which are
     convertible or exchangeable into capital stock of the
     Corporation and which are outstanding as of the date hereof;

          (iii) Corporation Equity Securities issued by the
     Corporation upon the conversion of any securities which (x)
     are convertible or exchangeable into capital stock of the
     Corporation and (y) were issued under the procedures
     specified in paragraphs (a), (b) and (c);

          (iv) Corporation Equity Securities issued by the
     Corporation under the Management Incentive Plan;

          (v) Corporation Equity Securities issued by the
     Corporation to any officer, director or employee of the
     Corporation as remuneration for services rendered to the
     Corporation; provided, however, that at least one of the
     Series F Preferred Directors voted to authorize such
     issuance;

          (vi) Corporation Equity Securities issued by the
     Corporation to any consultant pursuant to compensation
     procedures approved by the Board of Directors of the
     Corporation including the consent of at least one of the
     Series F Preferred Directors;

          (vii) Corporation Equity Securities issued in
     connection with the acquisition of all or part of another
     entity or in connection with a joint venture or such other
     strategic investment, which transaction is approved by at
     least one of the Series F Preferred Directors;

          (viii)Corporation Equity Securities issued pursuant
     to the conversion of the Series F Preferred Stock pursuant
     to the terms hereof; and

          (ix) Corporation Equity Securities to the extent that
     such Corporation Equity Securities (and/or any Common Stock
     issued or issuable with respect to such Corporation Equity
     Securities) are included within the calculation of "Fully-
     Diluted Basis" as defined in Section 8(d) hereof (i.e., do
     not meet the requirements for exclusion from such
     calculation as set forth in the final paragraph of Section
     8(d)).

     (f)  Without limitation of the foregoing, if the Corporation
sells any Corporation Equity Securities to any person or persons
and if, after giving effect to such transaction and after giving
effect to any election by the holders of the Series F Preferred
Stock to exercise the preemptive rights granted herein, the
Conversion Number would be less than such number of shares of
Common Stock of the Corporation as is calculated as of the
applicable date by:

          (i)  First, calculating the number of shares of Common Stock
     of the Corporation which, at the applicable date represents 12.5%
     of the Common Stock of the Corporation on a Fully-Diluted Basis,
     and

          (ii) Second, multiplying the number obtained under subsection
     (i) above by a fraction, the numerator of which is the number of
     shares of Series F Preferred Stock outstanding as of the date of
     such calculation and the denominator of which is the sum of
     (x) the number of shares of Series F Preferred Stock outstanding
     as of the date of such calculation plus (y) number of shares of
     Series F Preferred Stock which had previously been issued by the
     Corporation but converted into shares of Common Stock prior to
     the date of such calculation (the number so calculated, the
     "MINIMUM CONVERSION NUMBER"); then the Conversion Number shall
     automatically be adjusted as of the applicable date so that it is
     equal to the Minimum Conversion Number.

     8.   DEFINITIONS:

     (a)  "BANK" means ING Capital, LLC, a Delaware limited
liability company.

     (b)  "CASH COLLATERAL ACCOUNT" means an interest-
bearing cash collateral account established under the terms of
the New Note.

     (c)  "CRE" means Cadiz Real Estate LLC, a Delaware
limited liability Corporation.

     (d)  "FULLY-DILUTED BASIS" means, with respect to the calculation
of the number of shares of Common Stock into which the Series F
Preferred Stock is convertible, the sum of (i) all Common Stock
outstanding at the time of such determination (including all
Common Stock issued pursuant to the first $4 million of New
Equity Financing), (ii) all Common Stock issuable upon the
exchange, exercise or conversion of all warrants, options,
convertible securities or other such instruments then outstanding
(whether or not such instruments are then exercisable) including,
but not limited to, the equity securities issued under the
Management Equity Incentive Plan, but excluding (x) 16,600 shares
of Common Stock issuable upon exercise of outstanding warrants
with an exercise price in excess of $25, (y) shares of Common
Stock issuable 55,550 outstanding stock options with an exercise
price in excess of $25, and (z) 20,000 shares of Common Stock
conditionally issuable to a consultant to the Company upon
achievement of certain financial targets, and (iii) all other
Common Stock issuable as a result of any anti-dilution
adjustments and pre-emptive or similar rights granted to any
other holder of the Corporation's Common Stock; provided,
however, that such calculation shall not include:

     (A)  the issuance by the Corporation of the next $4.6 million in
          Corporation Equity Securities after the issuance by the
          Corporation of the first $4 million of Corporation Equity
          Securities pursuant to its New Equity Financing; provided
          further that the $4.6 million of Corporation Equity Securities
          shall be issued on terms no less favorable to the Corporation
          than the first $4 million of New Equity Financing; and

     (B)  the issuance by the Corporation of any Corporation Equity
          Securities subsequent to the consummation of the New Equity
          Financing;

     (C)  the issuance by the Corporation of any Corporation Equity
          Securities pursuant to the conversion of the Series F
          Preferred Stock pursuant to the terms hereof; or

     (D)  the issuance by the Corporation of any Corporation Equity
          Securities concurrently with the New Equity Financing in
          settlement of third party claims; and provided that in each
          issuance of Corporation Equity Securities referred to in
          (B) above, cash in the amount of at least 35% of the net
          proceeds from such issuance of Corporation Equity Securities
          shall have been either paid directly to the Bank on account
          of the New Note or deposited into the Cash Collateral Account,
          which cash may be used by the Corporation or CRE to pay
          interest payments next due on the New Note in their order of
          maturity or to prepay principal outstanding under the New Note,
          provided further that the Corporation shall not deposit cash into
          the Cash Collateral Account if, as a result of such deposit, the
          amount on deposit would exceed 8% of the then-outstanding
          principal balance on the New Note times the number of years from
          the date of such deposit through September 30, 2006.

     (e)  "MANAGEMENT EQUITY INCENTIVE PLAN" means that certain plan
pursuant to which continuing employees of the Corporation shall
be issued Common Stock and/or granted securities convertible into
Common Stock in an aggregate amount of up to 15% of the
outstanding capital of the Corporation, on a fully-diluted basis,
after giving effect to the issuance of the Series F Preferred
Stock and after the issuance by the Corporation of $8.6 million
in Common Stock in the New Equity Financing.

     (f)  "NEW EQUITY FINANCING" means at least $8.6 million equity
financing raised by the Corporation concurrently with or
immediately prior to the issuance of the New Note.

     (g)  "NEW NOTE" means that certain new note or new notes in the
principal amount of (i) $35 million, plus (ii) any remaining
balance not fully paid of the Bank' out-of-pocket expenses
(including reasonable attorneys' fees) incurred in connection
with the restructuring of the Corporation's debt obligations owed
to the Bank.

     9.   TRANSFERABILITY.  All outstanding shares of the Series F
Preferred Stock may be transferred to any one person or entity at
any time and it shall be the obligation of the Company to
recognize and effectuate such transfer.  In the event that any
holder of Series F Preferred Stock desires to transfer less than
100% of the then outstanding Series F Preferred Stock, such
holder may only do so by first converting such shares of Series F
Preferred Stock to be sold into common stock pursuant to
Section 5 hereof.


     IN WITNESS WHEREOF, CADIZ INC. has caused this
Certificate to be signed by Keith Brackpool, its Chief Executive
Officer, and attested by Jennifer Hankes Painter, its Secretary,
this 15th day of December, 2003.


                                CADIZ INC.



                                By: /s/ Keith Brackpool
                                   -----------------------------------
                                   Name:  Keith Brackpool
                                   Title:  Chief Executive Officer


                                ATTEST:



                                By: /s/ Jennifer Hankes Painter
                                   -----------------------------------
                                   Name:  Jennifer Hankes Painter
                                   Title:  Secretary